Ultimate Carnage
by Spidey108
Summary: What if instead of Carnage being Parker it was a clone created by Octavius? What if this Carnage had a mind of his own? Find out as he goes to make his own life. Rated T for now and adopted from DeathDemonWolf's Red Fuel story.


_**Chapter 01: Carnage**_

Have you ever woke up not remembering anything?

Only feeling pain as electricity coursed through you?

Well that's what happened to me.

My name is...

Well I don't exactly have a name.

They call me-.

Well... Alright it's Carnage, a weird name I know but it's the only one I have.

Let me start at the beginning.

... Or at least where I remember.

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'_Pain._' That was a creatures first thought as it was held in a containment device and covered with red and black tendrils that showed dagger like teeth and souless eyes.

Opening its mouth, the creature gave a small roar before electricity coursed through it again causing it to cry in pain.

"Interesting." A voice said causing the creature to look outside the device it was in to see a man with extremely long black hair and overweight look through the glass at him.

Snarling, the creature rammed the glass only for it to do nothing.

"And barbaric." The man said before the creature saw metallic tentacles were used to move the man considering his own limbs were limp. "But a good first try in creating life I suppose."

'_Creating?_' The creature thought before he tried to speak but only growls came out and the creature held its throat in confusion.

The man chuckled with a smirk. "Looks like not adding Vocal Chords was a good idea so I wouldn't have to listen to unintelligent babbling." He said as the creature glared at him before the tendrils lashed out causing dents in the walls causing it to be electrocuted again. "Quite the nasty temper you got... I think I'll call you Carnage."

The newly named Carnage shook off the pain and roared.

"Octavius." A voice came from a screen that was facing away from Carnage. "How is it going?"

"I used the DNA you supplied me with to create a new lifeform." Octavius explained sounding proud and amused. "Take a look on the camera."

A sound caused Carnage to turn and see a camera in the containment unit swirving at him.

In response, Carnage roared and lunged at the camera, tearing it off with its teeth.

"You used the DNA that I took a year to acquire to create this?" The man asked in disbelief. "I asked you to create an army of robos, not a goo creature."

"It's a first step." Octavius said with a hint of disdain at the man. "Why use robots that can easily get destroyed when you have a creature that can't be? I'm about ready to make the tests."

With that, gas filtered into the room and Carnage lost consciousness.

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Groaning as it woke up, Carnage found itself in a room that was spacious but closed off.

"Test One." Octavius's voice came over the speakers as two humanoid robots dropped down. "Combat."

Feeling some dread, Carnage took a step back before the robots came at it.

Acting on instinct, Carnage's arm became a blade where it tore through one robot with ease before its other arm became claws that ripped the head off the next robot.

"Impressive." The other voice admitted as he was watching the footage from his home. "But two robots don't prove anything."

"Then how about twenty?" Octavius asked as more came down. "Or thirty?"

But there was something different about these robots as Carnage came at them before one of them pulled a sword out and chopped off its arm.

Giving a roar of pain, Carnage held the stump where its arm was before tendrils came out and replaced the arm, causing Carnage to stare at its hand in shock.

"Self-Healing?" The voice sounded even more intrigue. "Maybe this Carnage has some uses for us after all."

Giving a hiss, Carnage shot tendrils into the ground before they shot up through everywhere on the floor, tearing them apart.

Carnage was breathing deeply before it stopped at seeing the hole and grinned.

Before it could think anything else, fire shot from behind causing Carnage to scream in agony as it became engulfed in flames that was shot from a bigger robot that had a big tank on its back.

"Weak against fire?" The voice now sounded annoyed.

"I had to give it some weakness to ensure we control it." Octavius said sounding smug.

Carnage hissed in pain as he held its arm and looked at the hole longingly before it came to a decision as it shot forward, ducking a stream of fire before it was near the hole.

Octavious narrowed his eyes as he saw what was happening. "So it can think as well." He said as he pressed a button causing Carnage to grab its head in agony. "Good thing I injected it with a neural implant. If it tries anything, I'll kill it and begin again from its corpse."

As Carnage screeched in pain the robot came at it and hit it until it hit the wall where it collapsed and was unconscious.

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Two Months later, Carnage sat in its cell hunched over.

It's been getting smarter as time went on and it did more training.

It could tell that this man that Octavius spoke with will want to use it soon and it couldn't do anything with the damn neural implant in its head.

'_How can I get it out?_' Carnage thought to itself.

The door opened to show Octavius coming in and that surprised Carnage because the man was now in the same room, with no window seperating them.

Giving a daggery smile, Carnage ran at Octavius with its hands as knives, only to feel pain in its head.

"Bad Carnage." Octavius said mockingly. "I'm here to get you for your first mission."

Carnage glared but complied as he followed Octavius outside of the room to show four people and Carnage knew of them from fighting robotic versions of heroes and villains over the two months.

It was the Frightful Four.

From left to right it was Trapster, a man wearing a black shirt and tan pants along with a mechanical backpack that had a hose run to guns at his hips while he wore goggles on his head. The Wizard, a levitating man in high-tech purple armor. Klaw, a man in red with a claw like hand and Tundra, a woman from an alternate timeline wearing a red tanktop and yellow pants.

Trapster grimaced as he saw Carnage. "What the hell is that thing?!"

Carnage hissed at him before feeling pain in its head. "Now Carnage, these are your new teammates for your mission." Octavius said as he held out three wristbands. "I hired you to capture Spider-Man and I couldn't help but hear your plan of using Trapster to place a tracer on him."

"What is it to you?" Wizard asked as he saw Carnage hunch over and stood on all fours like the wall-crawler as its tongue came out.

"Allow me to lend you Carnage here to help with the capture." Octavius offered as he grinned at them. "It's a win-win, you get an extra teammate and we see how it does in the field."

"This thing has no experience?" Tundra asked not impressed.

"It's only been alive for two months and it impressed my employer with the skills it has, trust me when I say that you'll enjoy having it in a fight." Octavius said as Carnage glared.

"And what are these?" Klaw held up the wristband that Octavius gave them.

"Oh it does this." Octavius pressed a button causing Carnage to scream in agony as it fell over clutching its head. "I have an neural implant in Carnage's head so if it acts out of bounds, feel free to teach it some manners."

Wizard and Tundra grinned at that while Trapster sent Carnage a look of pity and Klaw looked intrigued.

"What can it do?" Klaw asked as the pain stopped and Carnage got up.

"It originally was only to have an adhesive bond, but I've added some upgrades to where it can create deadly weapons with its skin as well as shapeshift and enhanced strength." Octavius explained sounding smug. "It can regenerate lost limbs and its we don't know if the head will be the same or not, haven't tested that out yet."

"I think this will be interesting." Wizard said before they left to put their plan in motion and Carnage gave Octavius a look of hatred before following.

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Carnage shook its head as it saw the way that Trapster was taken down using the shapeshifting to look like a twenty year old with brown hair.

As it watched Spider-Man, an extremely talkative guy dressed in red and blue spandex with dark weblines fighting Trapster, Carnage couldn't help but marvel at how the world was as it looked everywhere.

This was Carnage's first time in the real world and it couldn't help but be in awe and feel a little childish glee at seeing everything.

"_Carnage, report back to the rendezvous._" Klaw's voice came into its ear. "_It's almost time._"

Giving a sigh as it saw Spider-Man talking with a bald African American in a trench coat wearing an eye patch, Carnage left the scene and while in the alley, covered itself in red and black tendrils before shooting a tendril like a web, heading for the rendezvous.

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"A school?" Tundra sounded surprised. "Spider-Man is at a school?"

"So he's either a Teacher, a Janitor or perhaps a Student." Wizard remarked as he looked at Klaw while having Carnage capture the principal with a tendril, carrying him. "Knock the walls down."

Klaw gave a nod as he raised his hand.

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Peter Parker, a fourteen year old brunette wearing a blue long sleeve shirt that was unbuttoned to show a white undershirt and blue jeans stopped from eating as he felt a buzzing in his head.

Dropping the fork to the concern of his two best friends, Harry Osborn and Mary Jane (MJ) Watson both red heads but Harry wore a green shirt and jeans while MJ wore a pink shirt, black jacket and jeans, Peter tensed and he wasn't disapointed when an explosion went off.

As the explosion went off on the wall behind him, he used the momentum to tackle his friends to the ground before the table and their food flew over them, hitting the wall as people screamed.

"Attention Students." Wizard said as the Frightful Four came in with familiar faces that Peter recognized, except for the last one. "Your Principal has something to tell you." The new face had a hold of the Principal as it looked away.

"Uh students, our school is now under the control of the-. The-."

"The Frightful Four." Tundra said before looking at Carnage. "Send him flying."

Carnage gave a nod and the Principal hit the wall.

Peter narrowed his eyes. '_These guys are bad news._' He thought to himself. '_Wizard, master of high-tech gadgets._' The Wizard threw discs out as they levitated the tables and the chairs. '_Klaw, the villain made of living sound._'

As if responding to his thought, Klaw shot soundwaves towards the group as Carnage looked a bit uncomfortable at hearing it..

Tundra punched a pillar to scare some kids into silence. '_Tundra, vicious woman from a alternate future timeline._'

Then Peter looked at Carnage. '_Not sure about him, but he looks like bad news._'

Seeing the kids looking at Carnage in confusion, Wizard smirked. "Meet one of our new members, Carnage why don't you show them what you can do?"

Carnage hesitated because these were kids and all he fought were robots before he saw Wizard's finger inching towards the wristband.

Putting on a glare, Carnage shot his arm out as it became an axe and it sliced through a pillar causing it to fall.

Peter swallowed a bit at seeing that. '_Yeah, this Carnage is definately bad news._'

Wizard levitated himself forward. "Before we got Carnage, Trapster was arrested but he learned that Spider-Man attended this school." He said causing all the students to look surprise and go into gossip while Peter looked shocked that they found that out. "And unless he gives himself up, we'll tear this place apart brick by brick."

One of the kids actually cheered for that one since he hated school causing a lot of people to look at him like he was an idiot.

Carnage snickered finding this funny.

"Klaw?" Wizard asked as the living sound guy shot at the walls causing the school to tremble. "So, who is the mysterious wall crawler?"

He looked over the students and Carnage perked up and looked at Peter, sensing a connection of some kind.

Peter went pale as Carnage looked at him while MJ and Harry were at his sides looking scared at seeing Carnage look towards them.

But then they saw sadness appear on Carnages face, confusing Peter as it turned and paid more attention to Wizard.

"A teacher? A student?" Wizard asked before smirking. "A cafeteria lady?"

Now Peter looked insulted. '_Cafeteria Lady?_' He thought in anger.

"They seem reluctant to talk." Wizard said before looking at Carnage. "Carnage, be a good sport and make them listen to reason."

Carnage gave a nod, knowing that it would be in pain if it disobeyed before showing the students his smile with dagger like teeth and his tongus flicked out.

"I see that Carnage is hungry." Tundra said with a smirk, not knowing if Carnage was that was or not and Carnage narrowed its eyes at the accusation.

But the narrowed eyes only served to scare the students some more.

"**STOP IT!**" Peter shouted without thinking.

"Peter, no." MJ looked at him in shock as Carnage looked towards him and saw a hint of the suit poking out of the shirt.

'_Spider-Man._' Carnage thought seeing who this teenager was.

"Definately not Spider-Man." Wizard scoffed as Carnage chuckled, already telling that he was.

But it wasn't going to say anything, even if it could talk.

"I'll crush him." Tundra offered with a grin as she cracked her knuckles.

"No, make an example out of him." Wizard said nodding to Klaw who shot soundwaves at Peter causing him to fall and clutch his head in agony.

MJ was in shock at seeing Peter in pain as Harry held her back from being hit as well, none of them being able to help their friend.

"Shut it down, I'll talk, I'll talk!" Peter shouted as the soundwaves stopped and he used the table to prop himself up, before seeing the green jelatin on a plate and he came up with a plan.

It was a stupid and impulsive plan, but a plan nonetheless.

"Well?" Wizard asked arrogantly as he crossed his arms. "You have something to say, boy?"

"Listen up, everyone needs to hear this." Peter smirked and grabbed a plate. "**FOOD FIGHT!**"

Wizard was cut off guard as the plate hit his face and sent him skidding across the floor causing Peter to wince and Carnage's shoulder to shake in silent laughter.

'_Not good for keeping my identity a secret._' Peter thought before the cafeteria erupted in a warzone with people throwing food at the bad guys as they tried to dodge it all, but only Carnage was showing some glee as it caught some of the food and ate it curiously. '_What is he? One?_'

Using the food fight to his advantage, Peter pressed his back to a pillar and shimmied up it before he began to change.

It was risky to change where he could be seen if someone looked up, but it was his only chance to do so.

"This is nuts, how do they know?" Peter muttered, taking his shirt off to show a tracer under his left armpit. "Of course, when I was fighting Trapster." '_Fury's right, I still have a lot to learn on Responsibility._'

Shaking his head, Peter went to pull his mask on, only to freeze when he saw Carnage looking right at him. '_Oh crap._' He thought fully expecting this guy to draw attention to Peter's position, fully revealing him as Spider-Man.

But to Peter's surprise, Carnage gave a toothy smile before jumping onto a table to eat.

'_Okay, wasn't expecting that._' Peter thought pulling the mask on.

'_This is good._' Carnage thought to itself as it ate food never tasting anything so good. '_So this is what actual food tastes like._'

_Thwip!_

"Dude, don't point that thing, it could go off." Spider-Man joked as he attatched a web line to Klaws claw and tugged, causing it to go off in Klaw's face as it made the man walk around dizzily. "Wow, friendly fire much?"

Looking over, Spider-Man's eyes widened behind his mask as he saw Tundra picking a boy up. "Hey Strawberry Shortcake." He called over causing the woman to look at him as he kicked the woman back. "The spider just kicked your frosting."

He held out his hands to show off only for the kid Tundra was holding to land in his arms.

Spider-Man looked at him in shock, wondering where he came from before he remembered that the kid was knocked into the air when he kicked Tundra back as the kid waved at him sheepishly.

"Spider-Man, finally." Wizard said with a smirk before looking at Carnage who was ignoring the web head in favor of eating. "Carnage, you can eat later."

Carnage whined a bit as it looked at the food before sighing. '_Time for my hellish work._' It thought to itself as it came at Spider-Man who kicked Tundra back after putting the kid down.

"For the last time Strawberry, I don't want any shortcakes." Spidey joked pissing Tundra off before Carnage slammed into him. '_Wha? Why didn't my Spider-Sense go off?!_'

Shaking his head, Spider-Man saw Carnage in his face as it roared and raised an axe hand.

"Dude, no axes on the first date." Spider-Man webbed Carnage's eyes. '_Got to be careful, this guy is more dangerous then the Frightful Rejects. Especially if he doesn't activate my Spider-Sense._'

Carnage's tongue shot out and pulled the webbing off before it ate it.

Now Spider-Man stared in disgust. "You have problems, don't you Carny?"

"I got him." Klaw shot soundwaves at them but Spider-Man kicked Carnage off and jumped over it as the soundwaves washed over Carnage causing it to scream in pain as the tendril skin writhed.

'_Huh, Psycho Carny doesn't like sound?_' Spider-Man took that in before kicking Klaw back. '_Good to know._'

Klaw got up immediately and began blasting at Spider-Man who moved to the side before he ducked a kick courtesy of Tundra, who then grabbed a table and proceeded to try and squash the teen like a bug.

Carnage quickly composed himself before it saw part of the table about to hit MJ and Harry and it ran forward grabbing the table surprising the two.

"D-Did it just save us?" MJ asked Harry who shrugged.

Spider-Man saw that out of the corner of his eye as he landed on the pillar. '_Weird, why would tall, crimson and ugly attack me but save my friends? Especially if he knows who I am._'

"Carnage, quit fooling around and attack Spider-Man." Wizard ordered pressing his wristband causing Carnage to grab its head before it nodded and came at Spider-Man crawling up the pillar.

"Dude, Wall-Crawling is my stick." Spider-Man protested before he jumped off the pillar and shot a web line at Klaw's arm using the weapon to blast Carnage back. "I'm going to have to sue you, trust me I know a good lawyer even if he needs a cane."

With Carnage out of it for a few seconds, Spider-Man used Klaw's arm to blast Tundra into the Salad Bar before he spun around throwing Klaw at the Wizard who used the tables to block.

'_Well three out of four isn't so bad._' Spider-Man thought to himself before the tables shot at him and Spidey began to jump from table to table. "It may not be a yellow brick road, but I'm off to see the Wizard."

Jumping over a table, Spider-Man shot two web-lines and landed before swinging the table into Wizard as the man hit the wall. "Oh yeah."

Carnage staggered up and shook its head before looking at Spider-Man feeling some anger from being attacked by sound as it came at him with scythe arms.

Spider-Man didn't noticed until Carnage was on him and he moved as the scythe barely missed him, tearing into his suit a little. "Whoa! Dude, do you realize how hard it is to fix this?!" He asked trying to relieve himself from nearly being killed before he saw Tundra pull herself up from the salad bar with dressing on her face and decided to do a joke that would most likely piss her off. "So you spit it out instead of swallowing?"

Tundra took a few seconds to think about that before a murderous look came over her face and Spider-Man didn't need his Spider-Sense to know he was in trouble.

Giving a shout of anger, Tundra broke the salad bar in half as she began to run at Spider-Man who was still trying to avoid Carnage.

As that was going on, MJ looked down to see the plate of jello before she kicked it into Tundra's path.

The effect was instant as Tundra ran on the plate and began to slide, leaving Spider-Man to kick Carnage into her and send them flying into some tables.

"Here's my first front page story." MJ said recording the fight with her phone.

But that drew Klaw's attention as he blasted the phone out of MJ's hand causing her to back off.

"Hey, leave her alone." Harry said before his eyes widened as Klaw aimed his arm at him. "Oh no."

That was all he could say before Harry was shot back and landed a few feet away, unconscious.

"Harry." Peter said in shock before he shot a webline and swung towards Klaw.

"This school is full of would-be heroes." Klaw sneered before a red foot went across his face.

Spider-Man landed before his spider-sense went off and he spun around catching Tundra's fist. "Let's dance." He joked before wrapping her like a mummy in webbing.

As the school cheered, Carnage came at Spider-Man to punch him only for Spider-Man to throw Tundra into its arms. "Wanna switch dance partners?" Spidey asked as Carnage stumbled a bit from catching Tundea. "How about the Tango?"

With that Carnage was sent into a chair with a kick where he laid daze before discs landed on the backs of students and Spidey turned to see Wizard holding hostages. "Care to try your luck Web Head?" Wizard asked thinking that Spider-Man wouldn't dare do anything before the Wall Crawler grabbed a chair and prepared to throw it.

Panicking, Wizard put all the students in front of him and Spidey chuckled as he dropped the chair and slid behind him. "Real smart Wiz, you left the backdoor open." Spider-Man said snagging Wizard with a webline before launching the man out of the Cafeteria.

Carnage shook its head and ran out there, following Spider-Man in time to see a yellow football jock speaking with Spider-Man.

"I'm Flash Thompson, you're biggest fan." Flash said with a grin. "Let me help bro."

Spider-Man was about to tell him to get somewhere safe before he smirked underneath his mask. "Definately bro." He said causing Flash to grin while Carnage looked confused.

'_How will this guy help?_' Carnage thought to itself before Spider-Man held a locker door open.

"Step in." Spider-Man said and Flash listened.

"Now what?"

"When I give the signal jump out and surround them." Spider-Man said smirking. "Remember, wait for my symbol."

With that he locked his life-long tormentor inside a locker.

Carnage couldn't help it as it fell to its knees banging its fist on the groung laughing at the thought of someone falling for that.

The fist banging drew Spider-Man's attention and he was surpised to see Carnage laughing at what he did. '_Immature but I feel good._' He thought to himself as he prepared for Carnage to come at him.

Seeing Wizard knocked out, Carnage saw this as the chance of a lifetime and made some noises pointing to Wizard's wristband and then to its head.

Spider-Man blinked as he was on edge. "What?" He asked not understanding Carnage.

Frowning Carnage made its hands change shape, one of them looking like the wristband and the other looking like its head.

Made a tendril press a button before the tendril head exploded.

Now Spider-Man got the message. "They're controlling you?" '_That explains why he saved MJ and Harry._'

Carnage gave a nod before they heard Tundra's roar and Carnage looked towards the door leaving Spider-Man to jump towards the ceiling as he got into the air duct before the door was kicked down to show Klaw and Tundra coming in.

Thinking quickly, Carnage made it look like it was just getting up in pain. "Where is he?!" Tundra shouted before they heard sirens.

"We aren't being paid to fight cops." Wizard said urgently. "Lets go."

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"You failed?!" Octavius asked in anger as they were all back at base. "How could you possibly fail?!"

"Spider-Man proved to be stronger than we thought." Wizard said as Carnage sat with them hoping that by telling Spider-Man it would be able to be free.

"Useless." Octavius said as he used his arms to walk off. "I give you one simple task-."

"Watch how you speak with us." Tundra said with a warning tone.

Octavius glared before sighing. "And how did Carnage do on his first field assignment, pray I ask?"

"Somehow he managed to hit the Spider when we could barely touch him." Klaw answered curious to how Spider-Man didn't react to Carnage nearly tearing into him.

Octavius looked surprised by that and interested as he eyed Carnage who looked away.

"Perhaps it's time I do some tests." Octavius said pressing a button as the neural implant activated causing Carnage to roar in pain knowing that it had to follow Octavius. "Rest, you all will try again tomorrow."

**To Be Continued...**

** Well what do you think? This used to be a story called 'Red Fuel' by DeathDemonWolf and I thought it was interesting and asked if I could adopt it.**

** I made quite a few changes to it and showed it mostly from Carnage's point of view while the first episode of Ultimate Spider-Man was happening.**

** Now I'll be honest, I liked Ultimate Spider-Man for the fight scenes, case in point with the scene with him trying to get the Venom Symbiote off of him.**

** The humor was good at some points while some was downright horrible.**

** The cutscenes got annoying although it did show how unique Spider-Man's mindset was and the breaking the fourth wall was completely horrible due to that being Deadpool's territory and not Spider-Man's.**

** Now I plan to rewrite this from the bottom up with having Spider-Man tell different humor, like how I did with the fight against Tundra, which I hope wasn't too much and I plan to have the Goblin due more delicate plans instead of throwing some half-assed ones out left and right.**

** I also plan to bring other Spider-related enemies like the Spider-Slayer, Kaine, Jackal, Tombstone, Morbius, Black Cat and others for this story as well as bring Ben Reilly, the Scarlet Spider in and for Spider-Man to actually be able to fight the Sinister Six to a standstill by himself.**

** I will have Carnage be his own self in this as well. He is violent like Canon Carnage and is not afraid to go the extra mile but he won't be a serial killer.**

** Plus he is only two months old and when he's broken free of the Frightful Four's and Octavius's control he will act a tad bit more childish to the freedom and join the team that Fury makes.**

** His name will be the same from the Red Fluid story 'Joey Smile' and he will retain the look.**

** Now for a question, how long should I wait for Spider-Man to realize that Carnage is an imperfect clone of him?**

** The Pairing, I haven't decided.**

** It could be White Tiger, it could be Shadowcat, hell it could be a criminal like Enchantress or it could be a civilian like Mary Jane.**

** Now I hope you enjoyed this story so please leave some reviews.**

** Spidey Signing Out.**


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